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Andritz: Report by the Executive Board and the Supervisory Board on the Stock Option Program for 2018

Published: March 26, 2018; 09:08 · (Vindobona)

By resolution of the Annual General Meeting of ANDRITZ AG on March 23, 2018, the company's Executive Board was authorized to purchase treasury shares in accordance with the provisions of the Austrian Stock Corporation Act (AktG) and to possibly cancel these company shares with approval from the Supervisory Board without having to submit the matter to the Annual General Meeting of Shareholders again.

Andritz: Report by the Executive Board and the Supervisory Board on the Stock Option Program for 2018 / Picture: © Andritz

The proportion of shares to be purchased or which have already been purchased under previous authorizations must not exceed 10 percent of the company's total shares. The lowest price per no-par value share must not be less than the respective amount represented by each share in the capital stock. The highest price paid per share upon buy-back must not exceed the average, unweighted closing price on the Vienna Stock Exchange over the 10 trading days preceding exercise of this authorization by more than 10 percent. This authorization to purchase treasury shares is currently limited to 30 months as from October 1, 2018. On the basis of this and previous authorizations, the company currently holds 2,940,870 treasury shares.

The Executive Board and the Supervisory Board of ANDRITZ AG now intend to make
use of the authorization to buy back shares and to pass a resolution to assign
treasury shares of the company to senior executives of the ANDRITZ GROUP and
members of the Executive Board under the stock option program for 2018. The
share numbers stated in the document are maximum figures in each case. The
actual number of treasury shares to be transferred depends on achievement of the
actual goals of the program mentioned. It may be much smaller, and it still
depends very much on a resolution of the ANDRITZ AG Executive and Supervisory
Boards to be published separately.

The Executive and Supervisory Boards of ANDRITZ AG submit the following report,
pursuant to § 95 (6) in conjunction with § 159 (2), line 3 AktG, on the intended
granting of stock options to senior executives of the ANDRITZ GROUP and members
of the Executive Board:

It is the goal oft he program to link the amounts of variable salary parts
directly to the development of the operating results and the share price of the
company. This is also in keeping with the recommendation suggested in the
Austrian Corporate Governance Code (ACGC) that "if a stock option scheme is
proposed, the parameters of comparison to be applied shall be defined in advance
and may include, for example, the performance of stock indices, share price
targets, or other suitable benchmarks" (rule 28). The goal also is to
increasingly focus ANDRITZ's management orientation on the aims of the corporate
shareholders and to ensure participation in the success achieved. As a result,
increases of 10 and 15%, respectively, in the ANDRITZ share price as well as a
further rise in operating profitability expressed as the EBITA margin - in line
with ANDRITZ's strategic goal of reaching an EBITA margin* averaging 8% in the
coming years - were also defined as exercise criteria. In compliance with the EU
remuneration recommendation and the ACGC, stock options shall not be exercisable
for at least three years after they have been granted.

In addition, participants in the stock option program must also hold investments
in ANDRITZ shares from their own resources for the full duration of the program.

Employee stock option programs of this kind are common and widespread among
listed companies. For this purpose the company must be able to offer the
management the opportunity to acquire ANDRITZ AG shares. Thus, the option
program is also an essential means of strengthening employee loyalty and helps
to make the company more attractive as an employer. The stock option program is
intended to create an additional incentive for the company management to
contribute their services towards the success of ANDRITZ AG and of the ANDRITZ
GROUP by having a share in this success as shareholders and thus co-owners.

*) EBITA (Earnings before interest, taxes, and amortization): The EBITA is the
Group's operating result before deduction of interest, taxes, and amortization
of intangible assets.

EBITA margin: EBITA divided by sales, expressed as a percentage.

Approximately 100 to 120 senior executives of the ANDRITZ GROUP as well as the
members of the Executive Board shall have the opportunity to benefit from the
stock option program. The number of shares allocated per eligible senior
executive will be up to 20,000, depending on the area of responsibility, and for
each Executive Board member 37,500. These options are to be drawn from the pool
of shares under the corporate buy-back program. The maximum number of stock
options that can be issued is 1,300,000. The five members of the Executive Board
are assigned 187,500 of these options and the remainder to senior executives.

Exercise of the stock option program shall commence on May 1, 2021 and be
terminated on April 30, 2023.

3.1 One stock option provides eligibility for subscribing to one share.

3.2 In order to exercise a stock option, eligible persons must be in active
employment of the company or one of its affiliates as from May 1, 2018 and until
the date of exercise (and the exercise conditions under 3.4. must be fulfilled);
this requirement may, in certain special cases, be waived for important reasons.
Another requirement is that senior executives must have invested at least EUR
20,000.-, and the members of the Executive Board at least EUR 40,000.-, in
ANDRITZ shares from their own resources, which investment must have been paid up
not later than by the time of allocation of the options, i.e. June 1, 2018.
Participants in the stock option program for 2018 must maintain this investment
continuously until exercise of the options and must furnish proof thereof upon

Eligible persons who have previously invested money in the company from their
own resources under the current stock option program may use this investment for
the new stock option program. Shares that were endowed to foundations of which
eligible persons are founders and beneficiaries can also be considered as own
resources. Any persons who have not participated in a stock option program so
far must provide proof of their investment from their own resources by June 1,

3.3 The exercise price of the stock options (in the following referred to as
"the exercise price") is the unweighted average of the closing price of the
ANDRITZ share during the four calendar weeks following the 111th Annual General
Meeting of Shareholders on March 23, 2018.

3.4 The total number of shares that can be purchased must not exceed the number
of options issued

Options can be exercised between May 1, 2021 and April 30, 2023
(= period of exercise), subject to:

* the average unweighted closing price of ANDRITZ shares during 20 successive
trading days in the period May 1, 2020 - April 30, 2021 being at least 10
percent above the exercise price calculated as per 3.3., and
* the EBITA margin for the 2019 business year amounting to at least 7.9% or to
at least 8.0% for the 2020 business year (EBITA margin 2017: 7.5%),


* the average unweighted closing price of ANDRITZ shares during 20 successive
trading days in the period May 1, 2021 - April 30, 2022 being at least 15
percent above the exercise price calculated as per 3.3., and
* the EBITA margin for the 2020 business year amounting to at least 8.0% or to
at least 8.1% for the 2021 business year (EBITA margin 2017: 7.5%).

In order to determine the EBITA margin, the consolidated financial statements of
the applicable year and with an unqualified auditor´s report are relevant. In
case of any doubt, the Audit Committee of the Supervisory Board shall decide.

Provided that the terms and conditions of exercise are fulfilled, 50 percent of
the options can be exercised immediately upon commencement of the exercise
period (see information under 2.), and 25 percent of the options can be
exercised after three months, with the remaining 25 percent being exercisable
after a further three months.

3.5 Stock options can only be exercised by way of written notification to the

At the moment, 874,500 stock options from a current option program have been
issued for 76 executives. The members of the Executive Board hold a total of
150,000 of these stock options, and the remainder is held by senior executives.
The number of stock options granted per senior executive eligible is up to
20,000 depending on the area of responsibility. Each stock option entitles the
holder to the purchase of one share.

5.1 The stock options are not transferable.

5.2 The shares purchased under the stock option program are not subject to a ban
on sales over a certain period.

5.3 If the earnings-related requirement pursuant to 3.4 is not achieved or is
not expected to be achieved and therefore a gain resulting from recognition of
the options in the balance sheet in the respective current period is realized,
such a gain will not be taken into account in calculating the EBITA margin for
the purposes of this option program.

Graz, March 2018

The Executive Board / The Supervisory Board

Further inquiry note:
Dr. Michael Buchbauer
Head of Group Finance, Corporate Communications & Investor Relations
Tel.: +43 316 6902 2979
Fax: +43 316 6902 465

end of announcement euro adhoc

issuer: Andritz AG
Stattegger Straße 18
A-8045 Graz
phone: +43 (0)316 6902-0
FAX: +43 (0)316 6902-415
ISIN: AT0000730007
indexes: WBI, ATX
stockmarkets: Wien
language: English

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